Common use of Representations and Warranties of the Seller and the Servicer Clause in Contracts

Representations and Warranties of the Seller and the Servicer. Each of the Seller and the Servicer makes, with respect to itself, the following representations and warranties to the Investors and the Agent. (a) It is a limited liability company or corporation, as applicable, duly organized or incorporated, validly existing and in good standing under the laws of the jurisdiction of its organization or incorporation and is duly qualified and in good standing as a foreign corporation or limited liability company in each jurisdiction where the failure to be so qualified could materially adversely affect its ability to perform its obligations hereunder. (b) The execution, delivery and performance by the Seller and the Servicer of the Sale Documents are within the Seller's and the Servicer's respective corporate powers, have been duly authorized by all necessary corporate action, do not contravene (i) the Seller's or the Servicer's respective articles of organization or charter, as applicable, or operating agreement or by-laws, as applicable, or (ii) any law or contractual restriction binding on or affecting the Seller or the Servicer, and do not result in or require the creation of any Adverse Claim (other than pursuant hereto) upon or with respect to any of its properties; and no transaction contemplated hereby requires compliance with any bulk sales act or similar law. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Seller or the Servicer of the Sale Documents, or for the perfection of or the exercise by the Agent on behalf of the Investors of its rights and remedies under the Sale Documents, except for the filing of the financing statements referred to in Section 4.1(b). (d) Each Sale Document constitutes the legal, valid and binding obligation of the Seller and the Servicer, respectively, enforceable in accordance with its terms. (e) There is no pending or threatened action or proceeding affecting the Seller or the Servicer or any of its subsidiaries before any court, governmental agency or arbitrator which may materially adversely affect (i) its financial condition or operations or (ii) its ability to perform its obligations under the Sale Documents, or which could affect the legality, validity or enforceability of any Sale Document or of the interest of the Agent on behalf of the Investors in the Purchased Receivables. (f) The Seller is the legal and beneficial owner of the Receivables, the Related Security and Collections, free and clear of any Adverse Claim, except as created by this Agreement; upon consummation of the Purchase, the Agent on behalf of the Investors will acquire a valid and perfected first priority ownership interest in the Purchased Receivables and in the Related Security and the Collections with respect thereto, free and clear of any Adverse Claim except as created by this Agreement. (g) The information provided by the Seller to the Servicer for use in each Servicer Report prepared under Section 5.4 and all information and Sale Documents furnished or to be furnished at any time by the Seller to the Agent in connection with this Agreement is or will be accurate in all material respects as of its date, and no such document will contain any untrue statement of a material fact or will omit to state a material fact which is necessary to make the facts stated therein not misleading. (h) The Seller is treating the conveyance of the interest in the Purchased Receivables and the Collections under this Agreement to the Agent on behalf of the Investors as a sale for purposes of generally accepted accounting principles.

Representations and Warranties of the Seller and the Servicer. Each of the Seller and the Servicer makes, with respect to itself, the following representations and warranties to the Investors and the Agent.Purchaser: (a) It is a limited liability company or corporation, as applicable, duly organized or incorporated, validly existing and in good standing under the laws of the jurisdiction of its organization or incorporation and is duly qualified and in good standing as a foreign corporation or limited liability company in each jurisdiction where the failure to be so qualified could materially adversely affect its ability to perform its obligations hereunder. (b) The execution, delivery and performance by the Seller and the Servicer of the Sale Documents Documents, and the Seller's use of the proceeds of the Purchases, are within the Seller's and the Servicer's respective corporate or other powers, have been duly authorized by all necessary corporate or other action, do not contravene (i) the Seller's or the Servicer's respective articles of organization or charter, as applicable, or operating agreement or by-laws, as applicable, or (ii) any law or any contractual restriction binding on or affecting the Seller or the Servicer, and do not result in or require the creation of any Adverse Claim (other than pursuant hereto) upon or with respect to any of its properties; and no transaction contemplated hereby requires compliance with any bulk sales act or similar law. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Seller or the Servicer of the Sale Documents, or for the perfection of or the exercise by the Agent on behalf of the Investors Purchaser of its rights and remedies under the Sale Documents, except for the filing of the financing statements referred to in Section 4.1(b)4.1.2. (d) Each Sale Document constitutes the legal, valid and binding obligation of the Seller and the Servicer, respectively, enforceable in accordance with its terms. (e) There is no pending or threatened action or proceeding affecting the Seller or the Servicer or any of its subsidiaries before any court, governmental agency or arbitrator which may materially adversely affect (i) its financial condition or operations or (ii) its ability to perform its obligations under the Sale Documents, or which could affect the legality, validity or enforceability of any Sale Document or of the interest of the Agent on behalf of the Investors Purchaser in the Purchased Receivables. (f) The Immediately prior to the transfer and assignment herein contemplated, the Seller is the legal had good and beneficial owner of marketable title to the Receivables, the Related Security and Collections, free and clear of any Adverse Claim, except as created by this Agreement; upon consummation of the Purchase, the Agent on behalf of the Investors Purchaser will acquire a valid good and perfected first priority ownership interest in marketable title to the Purchased Receivables and in to the Related Security and the Collections with respect thereto, free and clear of any Adverse Claim Claim, except as created by this Agreement, and such transfer has been perfected under the Uniform Commercial Code enacted in the State of Michigan. (g) The information provided by the Seller to the Servicer for use in each Servicer Report prepared under Section 5.4 5.5 and all information and Sale Documents furnished or to be furnished at any time by the Seller to the Administrative Agent in connection with this Agreement is or will be accurate in all material respects as of its date, and no such document will contain any untrue statement of a material fact or will omit to state a material fact which is necessary to make the facts stated therein not misleading. (h) The Seller is treating the conveyance of the interest in the Purchased Receivables and the Collections under this Agreement to the Agent on behalf of the Investors Purchaser as a sale for purposes of generally accepted accounting principles.

Representations and Warranties of the Seller and the Servicer. Each of the Seller and the Servicer makes, with respect to itself, the following representations and warranties to the Investors Purchasers and the Agent.their respective assigns: (a) It it is a limited liability company or corporation, as applicable, duly organized or incorporated, validly existing and in good standing under the laws of the jurisdiction of its organization or incorporation and is duly qualified and in good standing as a foreign corporation or limited liability company in each jurisdiction where the failure to be so qualified could materially adversely affect its ability to perform its obligations hereunder.; (b) The the execution, delivery and performance by the Seller and the Servicer of the Sale Documents Documents, and the Seller's use of the proceeds of the Purchases, are within the Seller's and the Servicer's respective corporate or other powers, have been duly authorized by all necessary corporate or other action, do not contravene (i) the Seller's or the Servicer's respective articles of organization or charter, as applicable, or operating agreement or by-laws, as applicable, or (ii) any law or any contractual restriction binding on or affecting the Seller or the Servicer, and do not result in or require the creation of any Adverse Claim (other than pursuant hereto) upon or with respect to any of its properties; and no transaction contemplated hereby requires compliance with any bulk sales act or similar law.; (c) No no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Seller or the Servicer of the Sale Documents, or for the perfection of or the exercise by the Agent on behalf Purchasers of the Investors of its their respective rights and remedies under the Sale Documents, except for the filing of the financing statements referred to in Section 4.1(b).4.3; (d) Each each Sale Document constitutes the legal, valid and binding obligation of the Seller and the Servicer, respectively, enforceable in accordance with its terms.; (e) There there is no pending or threatened action or proceeding affecting the Seller or the Servicer or any of its subsidiaries before any court, governmental agency or arbitrator which may materially adversely affect (i) its financial condition or operations or (ii) its ability to perform its obligations under the Sale Documents, or which could affect the legality, validity or enforceability of any Sale Document or of the interest of the Agent on behalf of the Investors Purchasers in the Purchased Receivables.; (f) The immediately prior to the transfer and assignment herein contemplated, the Seller is the legal had good and beneficial owner of marketable title to the Receivables, the Related Security and Collections, free and clear of any Adverse Claim, except as created by this Agreement; upon consummation of the Purchase, the Agent on behalf of the Investors Purchasers will acquire a valid good and perfected first priority ownership interest in marketable title to the Purchased Receivables and in to the Related Security and the Collections with respect thereto, free and clear of any Adverse Claim Claim, except as created by this Agreement., and such transfer has been perfected under the Uniform Commercial Code enacted in the State of Michigan; (g) The the information provided by the Seller to the Servicer for use in each Servicer Report prepared under Section 5.4 and all information (including, but not limited to, the Schedule of Contracts) and Sale Documents furnished or to be furnished at any time by the Seller to the Administrative Agent in connection with this Agreement is or will be accurate in all material respects as of its date, and no such document will contain any untrue statement of a material fact or will omit to state a material fact which is necessary to make the facts stated therein not misleading.; (h) The the Seller is treating the conveyance of the interest in the Purchased Receivables and the Collections under this Agreement to the Agent on behalf of the Investors Purchasers as a sale for purposes of generally accepted accounting principles; (i) no selection procedures believed by the Seller to be adverse to the Purchasers and of which the Purchasers had no actual knowledge were or will be used in selecting the Receivables for purchase hereunder, (j) each of the Contracts on the Schedule of Contracts gives rise to an Eligible Receivable, and (k) there has been no material change in any Credit and Collection Policy that would have a material adverse effect on the performance of the Receivables.

Representations and Warranties of the Seller and the Servicer. Each of the Seller and the Servicer makes, with respect to itself, the following representations and warranties to the Investors and the Agent.Purchaser: (a) It is a limited liability company or corporation, as applicable, duly organized or incorporated, validly existing and in good standing under the laws of the jurisdiction of its organization or incorporation and is duly qualified and in good standing as a foreign corporation or limited liability company in each jurisdiction where the failure to be so qualified could materially adversely affect its ability to perform its obligations hereunder. (b) The execution, delivery and performance by the Seller and the Servicer of the Sale Documents are to which it is a party, and the Seller's use of the proceeds of the Purchase, are, in each case, within the Seller's and the Servicer's respective corporate powers, have been duly authorized by all necessary corporate action, do not contravene (i) the Seller's or the Servicer's respective articles of organization or charter, as applicable, or operating agreement or by-laws, as applicable, or (ii) any law law, rule or regulation or any contractual restriction binding on or affecting the Seller or the Servicer, and do not result in or require the creation of any Adverse Claim (other than pursuant heretoto this Agreement) upon or with respect to any of its properties; and no transaction contemplated hereby requires compliance with any bulk sales act or similar law. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Seller or the Servicer of the Sale Documents, or for the perfection of or the exercise by the Agent on behalf of the Investors of its rights and remedies under the Sale Documents, except for the filing of the financing statements referred to in Section 4.1(b)4.1.2. (d) Each Sale Document constitutes the legal, valid and binding obligation of the Seller and the Servicer, respectively, enforceable in accordance with its terms. (e) There is no pending or threatened action or proceeding affecting the Seller or the Servicer or any of its subsidiaries before any court, governmental agency or arbitrator which may materially adversely affect (i) its financial condition or operations or (ii) its ability to perform its obligations under the Sale Documents, or which could affect the legality, validity or enforceability of any Sale Document or of the interest interests of the Agent on behalf of the Investors Purchaser in the Purchased Receivables. (f) The Seller is the legal and beneficial owner of the Receivables, the Related Security and Collections, free and clear of any Adverse Claim, except as created by this Agreement; upon consummation of the Purchase, the Agent on behalf of the Investors Purchaser will acquire a valid and perfected first priority ownership interest in the Purchased Receivables Receivable and in the Related Security and the Collections with respect thereto, free and clear of any Adverse Claim except as created by this Agreement. (g) The information provided by the Seller to the Servicer for use in each Servicer Report prepared under Section 5.4 5.5 and all information and Sale Documents furnished or to be furnished at any time by the Seller to the Administrative Agent in connection with this Agreement is or will be accurate in all material respects as of its date, and no such document will contain any untrue statement of a material fact or will omit to state a material fact which is necessary to make the facts stated therein not misleading. (h) The Seller is treating the conveyance of the interest in the Purchased Receivables and the Collections under this Agreement to the Agent on behalf of the Investors Purchaser as a sale for purposes of generally accepted accounting principles.

Representations and Warranties of the Seller and the Servicer. Each of the Seller and the Servicer makes, with respect to itself, the following representations and warranties to the Investors and the Agent.Purchaser: (a) It is a limited liability company or corporation, as applicable, duly organized or incorporated, validly existing and in good standing under the laws of the jurisdiction of its organization or incorporation and is duly qualified and in good standing as a foreign corporation or limited liability company in each jurisdiction where the failure to be so qualified could materially adversely affect its ability to perform its obligations hereunder. (b) The execution, delivery and performance by the Seller and the Servicer of the Sale Documents Documents, and the Seller's use of the proceeds of the Purchases, are within the Seller's and the Servicer's respective corporate or other powers, have been duly authorized by all necessary corporate or other action, do not contravene (i) the Seller's or the Servicer's respective articles of organization or charter, as applicable, or operating agreement or by-laws, as applicable, or (ii) any law or any contractual restriction binding on or affecting the Seller or the Servicer, and do not result in or require the creation of any Adverse Claim (other than pursuant hereto) upon or with respect to any of its properties; and no transaction contemplated hereby requires compliance with any bulk sales act or similar law. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Seller or the Servicer of the Sale Documents, or for the perfection of or the exercise by the Agent on behalf of the Investors Purchaser of its rights and remedies under the Sale Documents, except for the filing of the financing statements referred to in Section 4.1(b)4.1.2. (d) Each Sale Document constitutes the legal, valid and binding obligation of the Seller and the Servicer, respectively, enforceable in accordance with its terms. (e) There is no pending or threatened action or proceeding affecting the Seller or the Servicer or any of its subsidiaries before any court, governmental agency or arbitrator which may materially adversely affect (i) its financial condition or operations or (ii) its ability to perform its obligations under the Sale Documents, or which could affect the legality, validity or enforceability of any Sale Document or of the interest of the Agent on behalf of the Investors Purchaser in the Purchased Receivables. (f) The Immediately prior to the transfer and assignment herein contemplated, the Seller is the legal had good and beneficial owner of marketable title to the Receivables, the Related Security and Collections, free and clear of any Adverse Claim, except as created by this Agreement; upon consummation of the each Purchase, the Agent on behalf of the Investors Purchaser will acquire a valid good and perfected first priority ownership interest in marketable title to the Purchased Receivables and in to the Related Security and the Collections with respect thereto, free and clear of any Adverse Claim Claim, except as created by this Agreement, and such transfer has been perfected under the Uniform Commercial Code enacted in the State of Michigan. (g) The information provided by the Seller to the Servicer for use in each Servicer Report prepared under Section 5.4 5.5 and all information and Sale Documents furnished or to be furnished at any time by the Seller to the Administrative Agent in connection with this Agreement is or will be accurate in all material respects as of its date, and no such document will contain any untrue statement of a material fact or will omit to state a material fact which is necessary to make the facts stated therein not misleading. (h) The Seller is treating the conveyance of the interest in the Purchased Receivables and the Collections under this Agreement to the Agent on behalf of the Investors Purchaser as a sale for purposes of generally accepted accounting principles.

Representations and Warranties of the Seller and the Servicer. Each of the Seller and the Servicer makes, with respect to itself, the following representations and warranties to the Investors and the Agent.Purchaser: (a) It it is a limited liability company or corporation, as applicable, duly organized or incorporated, validly existing and in good standing under the laws of the jurisdiction of its organization or incorporation and is duly qualified and in good standing as a foreign corporation or limited liability company in each jurisdiction where the failure to be so qualified could materially adversely affect its ability to perform its obligations hereunder.; (b) The the execution, delivery and performance by the Seller and the Servicer of the Sale Documents Documents, and the Seller's use of the proceeds of the Purchases, are within the Seller's and the Servicer's respective corporate or other powers, have been duly authorized by all necessary corporate or other action, do not contravene (i) the Seller's or the Servicer's respective articles of organization or charter, as applicable, or operating agreement or by-laws, as applicable, or (ii) any law or any contractual restriction binding on or affecting the Seller or the Servicer, and do not result in or require the creation of any Adverse Claim (other than pursuant hereto) upon or with respect to any of its properties; and no transaction contemplated hereby requires compliance with any bulk sales act or similar law.; (c) No no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Seller or the Servicer of the Sale Documents, or for the perfection of or the exercise by the Agent on behalf of the Investors Purchaser of its rights and remedies under the Sale Documents, except for the filing of the financing statements referred to in Section 4.1(b).4.3; (d) Each each Sale Document constitutes the legal, valid and binding obligation of the Seller and the Servicer, respectively, enforceable in accordance with its terms.; (e) There there is no pending or threatened action or proceeding affecting the Seller or the Servicer or any of its subsidiaries before any court, governmental agency or arbitrator which may materially adversely affect (i) its financial condition or operations or (ii) its ability to perform its obligations under the Sale Documents, or which could affect the legality, validity or enforceability of any Sale Document or of the interest of the Agent on behalf of the Investors Purchaser in the Purchased Receivables.; (f) The immediately prior to the transfer and assignment herein contemplated, the Seller is the legal had good and beneficial owner of marketable title to the Receivables, the Related Security and Collections, free and clear of any Adverse Claim, except as created by this Agreement; upon consummation of the Purchase, the Agent on behalf of the Investors Purchaser will acquire a valid good and perfected first priority ownership interest in marketable title to the Purchased Receivables and in to the Related Security and the Collections with respect thereto, free and clear of any Adverse Claim Claim, except as created by this Agreement., and such transfer has been perfected under the Uniform Commercial Code enacted in the State of Michigan, the location of the chief executive office of the Seller and the Servicer; and each Receivable listed on the Schedule of Contracts attached hereto is an Eligible Receivable; (g) The the information provided by the Seller to the Servicer for use in each Servicer Report prepared under Section 5.4 and all information and Sale Documents furnished or to be furnished at any time by the Seller to the Funding Agent in connection with this Agreement is or will be accurate in all material respects as of its date, and no such document will contain any untrue statement of a material fact or will omit to state a material fact which is necessary to make the facts stated therein not misleading.; (h) The the Seller is treating the conveyance of the interest in the Purchased Receivables and the Collections under this Agreement to the Agent on behalf of the Investors Purchaser as a sale for purposes of generally accepted accounting principles; and (i) neither the Seller nor the Servicer is an "investment company" or required to register as an "investment company" pursuant to the Investment Company Act of 1940, as amended.

Representations and Warranties of the Seller and the Servicer. Each of the Seller and the Servicer makes, with respect to itself, the following representations and warranties to the Investors and the Agent.Purchaser: (a) It is a limited liability company or corporation, as applicable, duly organized or incorporated, validly existing and in good standing under the laws of the jurisdiction of its organization or incorporation and is duly qualified and in good standing as a foreign corporation or limited liability company in each jurisdiction where the failure to be so qualified could materially adversely affect its ability to perform its obligations hereunder. (b) The execution, delivery and performance by the Seller and the Servicer of the Sale Documents Documents, and the Seller's use of the proceeds of the Purchases, are within the Seller's and the Servicer's respective corporate powers, have been duly authorized by all necessary corporate action, do not contravene (i) the Seller's or the Servicer's respective articles of organization or charter, as applicable, or operating agreement or by-laws, as applicable, or (ii) any law or any contractual restriction binding on or affecting the Seller or the Servicer, and do not result in or require the creation of any Adverse Claim (other than pursuant hereto) upon or with respect to any of its properties; and no transaction contemplated hereby requires compliance with any bulk sales act or similar law. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Seller or the Servicer of the Sale Documents, or for the perfection of or the exercise by the Agent on behalf of the Investors Purchaser of its rights and remedies under the Sale Documents, except for the filing of the financing statements referred to in Section 4.1(b)4.3.3. (d) Each Sale Document constitutes the legal, valid and binding obligation of the Seller and the Servicer, respectively, enforceable in accordance with its terms. (e) There is no pending or threatened action or proceeding affecting the Seller or the Servicer or any of its subsidiaries before any court, governmental agency or arbitrator which may materially adversely affect (i) its financial condition or operations or (ii) its ability to perform its obligations under the Sale Documents, or which could affect the legality, validity or enforceability of any Sale Document or of the interest of the Agent on behalf of the Investors Purchaser in the Purchased Receivables. (f) The Seller is the legal and beneficial owner of the Receivables, the Related Security and Collections, free and clear of any Adverse Claim, except as created by this Agreement; upon consummation of the Purchase, the Agent on behalf of the Investors Purchaser will acquire a valid and perfected first priority ownership interest in the Purchased Receivables Receivable and in the Related Security and the Collections with respect thereto, free and clear of any Adverse Claim except as created by this Agreement. (g) The information provided by the Seller to the Servicer for use in each Servicer Report prepared under Section 5.4 5.3 and all information and Sale Documents furnished or to be furnished at any time by the Seller to the Administrative Agent in connection with this Agreement is or will be accurate in all material respects as of its date, and no such document will contain any untrue statement of a material fact or will omit to state a material fact which is necessary to make the facts stated therein not misleading. (h) Each Servicer Report prepared by the Servicer under Section 5.3 will be accurate in all material respects as of its date. (i) The chief place of business and chief executive office of the Seller and the office where the Seller keeps its records concerning the Receivables are located at the address specified on Schedule 1 to this Agreement (or at such other location in respect of which the Seller shall have satisfied the requirements set forth in Section 8.4(c)). (j) The balance sheets of the Servicer and its subsidiaries as at December 31, 1995, and the related statements of income and retained earnings of the Servicer and its subsidiaries for the fiscal year then ended, copies of which have been furnished to the Administrative Agent, fairly present the financial condition of the Servicer and its subsidiaries as at such date and the results of the operations of the Servicer and its subsidiaries for the period ended on such date, all in accordance with generally accepted accounting principles consistently applied, and since December 31, 1995, there has been no material adverse change in such condition or operations. (k) The Seller is treating the conveyance of the interest in the Purchased Receivables and the Collections under this Agreement to the Agent on behalf of the Investors Purchaser as a sale for purposes of generally accepted accounting principles. (l) The Servicer and the Seller are in compliance with all of the applicable material provisions of ERISA. (m) Other than "Chrysler Credit Corporation" (an entity which has merged into CFC), neither the Servicer nor the Seller operates, or originates or acquires Receivables, under any trade name, fictitious name, assumed name or "doing business as" name. (n) Each Purchase will constitute (i) a "current transaction" within the meaning of Section 3(a)(3) of the Securities Act of 1933, as amended, and (ii) a purchase or other acquisition of notes, drafts, acceptances, open accounts receivable or other obligations representing part or all of the sales price of merchandise, insurance or services within the meaning of Section 3(c)(5) of the Investment Company Act of 1940, as amended. The Seller is not an "investment company" within the meaning of the Investment Company Act of 1940, as amended. (o) No proceeds of any Purchase will be used for any purpose that violates Regulations G or U of the Board of Governors of the Federal Reserve System. (p) The transfer of each Purchased Receivable by a Dealer to CFC and by CFC to the Seller shall have been made for "reasonably equivalent value" (as such term is used under Section 548 of the Bankruptcy Code) given by CFC to such Dealer and by the Seller to CFC and not for or on account of "antecedent debt" (as such term is used under Section 547 of the Bankruptcy Code) owed by such Dealer to CFC or by the Seller to CFC. (q) With respect to each Receivable, the Seller has complied in all material respects with the Credit and Collection Policy. (r) The Seller is solvent; at the time of (and immediately after) each transfer by any Dealer to the Seller of any Receivable, each of such Dealer (to the best of the Seller's knowledge) and the Seller shall have been solvent; and at the time of (and immediately after) each Purchase hereunder, the Seller shall have been solvent.

Representations and Warranties of the Seller and the Servicer. Each of the Seller and the Servicer (including in its capacity as the originator of the Receivables) makes, with respect to itselfitself and with respect to the Receivables as described in clauses (f), (i) and (j) below), the following representations and warranties to the Investors and the Agent.Purchaser: (a) It it is a limited liability company or corporation, as applicable, duly organized or incorporated, validly existing and in good standing under the laws of the jurisdiction of its organization or incorporation and is duly qualified and in good standing as a foreign corporation or limited liability company in each jurisdiction where the failure to be so qualified could materially adversely affect its ability to perform its obligations hereunder.; (b) The the execution, delivery and performance by the Seller and the Servicer of the Sale Documents Documents, and the Seller's use of the proceeds of the Purchases, are within the Seller's and the Servicer's respective corporate or other powers, have been duly authorized by all necessary corporate or other action, do not contravene (i) the Seller's or the Servicer's respective articles of organization or charter, as applicable, or operating agreement or by-laws, as applicable, or (ii) any law or any contractual restriction binding on or affecting the Seller or the Servicer, and do not result in or require the creation of any Adverse Claim (other than pursuant hereto) upon or with respect to any of its properties; and no transaction contemplated hereby requires compliance with any bulk sales act or similar law.; (c) No no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Seller or the Servicer of the Sale Documents, or for the perfection of or the exercise by the Agent on behalf of the Investors Purchaser of its rights and remedies under the Sale Documents, except for the filing of the financing statements referred to in Section 4.1(b).4.3; (d) Each each Sale Document constitutes the legal, valid and binding obligation of the Seller and the Servicer, respectively, enforceable in accordance with its terms.; (e) There there is no pending or threatened action or proceeding affecting the Seller or the Servicer or any of its subsidiaries before any court, governmental agency or arbitrator which may materially adversely affect (i) its financial condition or operations or (ii) its ability to perform its obligations under the Sale Documents, or which could affect the legality, validity or enforceability of any Sale Document or of the interest of the Agent on behalf of the Investors Purchaser in the Purchased Receivables.; (f) The immediately prior to the transfer and assignment herein contemplated, the Seller is the legal had good and beneficial owner of marketable title to the Receivables, the Related Security and Collections, free and clear of any Adverse ClaimClaim (including any Adverse Claim arising by or through CFC), except as created by this Agreement; upon consummation of the Purchase, the Agent on behalf of the Investors Purchaser will acquire a valid good and perfected first priority ownership interest in marketable title to the Purchased Receivables and in to the Related Security and the Collections with respect thereto, free and clear of any Adverse Claim Claim, except as created by this Agreement., and such transfer has been perfected under the Uniform Commercial Code enacted in the State of Michigan; (g) The the information provided by CFC or the Seller to the Servicer for use in each Servicer Report prepared under Section 5.4 and all information and Sale Documents furnished or to be furnished at any time by the Seller to the Administrative Agent in connection with this Agreement is or will be accurate in all material respects as of its date, and no such document will contain any untrue statement of a material fact or will omit to state a material fact which is necessary to make the facts stated therein not misleading.; (h) The the Seller is treating the conveyance of the interest in the Purchased Receivables and the Collections under this Agreement to the Agent on behalf of the Investors Purchaser as a sale for purposes of generally accepted accounting principles; (i) all such Receivables are Eligible Receivables at the time of sale and each of the Seller and CFC shall be deemed to have received collections in full of any such Receivable with respect to which this representation proves incorrect; and (j) neither CFC nor the Seller has used or will use any selection procedures believed by them to be adverse to the Purchaser in selecting the Receivables to be sold by CFC to the Seller in connection herewith and by the Seller to the Purchaser hereunder except for such procedures to which the Purchaser has consented in writing.

Representations and Warranties of the Seller and the Servicer. Each of the Seller and the Servicer makes, with respect to itself, the following representations and warranties to the Investors and the Agent. (a) It is a limited liability company or corporation, as applicable, duly organized or incorporated, validly existing and in good standing under the laws of the jurisdiction of its organization or incorporation and is duly qualified and in good standing as a foreign corporation or limited liability company in each jurisdiction where the failure to be so qualified could materially adversely affect its ability to perform its obligations hereunder. (b) The execution, delivery and performance by the Seller and the Servicer of the Sale Documents Documents, and the Seller's use of the proceeds of the Purchases, are within the Seller's and the Servicer's respective corporate powers, [Chrysler Receivables Sale Agreement] have been duly authorized by all necessary corporate action, do not contravene (i) the Seller's or the Servicer's respective articles of organization or charter, as applicable, or operating agreement or by-laws, as applicable, or (ii) any law or any contractual restriction binding on or affecting the Seller or the Servicer, and do not result in or require the creation of any Adverse Claim (other than pursuant hereto) upon or with respect to any of its properties; and no transaction contemplated hereby requires compliance with any bulk sales act or similar law. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Seller or the Servicer of the Sale Documents, or for the perfection of or the exercise by the Agent on behalf of the Investors of its rights and remedies under the Sale Documents, except for the filing of the financing statements referred to in Section 4.1(b)4.1.2. (d) Each Sale Document constitutes the legal, valid and binding obligation of the Seller and the Servicer, respectively, enforceable in accordance with its terms. (e) There is no pending or threatened action or proceeding affecting the Seller or the Servicer or any of its subsidiaries before any court, governmental agency or arbitrator which may materially adversely affect (i) its financial condition or operations or (ii) its ability to perform its obligations under the Sale Documents, or which could affect the legality, validity or enforceability of any Sale Document or of the interest of the Agent on behalf of the Investors in the Purchased Receivables. (f) The Seller is the legal and beneficial owner of the Receivables, the Related Security and Collections, free and clear of any Adverse Claim, except as created by this Agreement; upon consummation of the Purchase, the Agent on behalf of the Investors will acquire a valid and perfected first priority ownership interest in the Purchased Receivables Receivable and in the Related Security and the Collections with respect thereto, free and clear of any Adverse Claim except as created by this Agreement.. [Chrysler Receivables Sale Agreement] (g) The information provided by the Seller to the Servicer for use in each Servicer Report prepared under Section 5.4 5.5 and all information and Sale Documents furnished or to be furnished at any time by the Seller to the Agent in connection with this Agreement is or will be accurate in all material respects as of its date, and no such document will contain any untrue statement of a material fact or will omit to state a material fact which is necessary to make the facts stated therein not misleading. (h) The Seller is treating the conveyance of the interest in the Purchased Receivables and the Collections under this Agreement to the Agent on behalf of the Investors as a sale for purposes of generally accepted accounting principles.